ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
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Executive Overview
The following discussion and analysis compares Array Digital Infrastructure, Inc.'s (Array) financial results for the three and nine months ended September 30, 2026, to the three and nine months ended September 30, 2025. It should be read in conjunction with Array’s interim consolidated financial statements and notes included herein, and with the description of Array’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2025. Certain numbers included herein are rounded to thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.
This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information.
The accounting policies of Array conform to accounting principles generally accepted in the United States of America (GAAP). However, Array uses certain “non-GAAP financial measures” in the MD&A. A discussion of the reasons Array determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report.
Overview
Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of September 30, 2026, Array is an 81.9%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
Towers
Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. As of September 30, 2026, Array owns 4,455 towers in 19 states.
Noncontrolling interest investments
Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. These entities primarily consist of wireless entities managed by Verizon and AT&T. The noncontrolling entities that are managed by Array consist primarily of tower operations.
Retained spectrum
Array holds wireless spectrum that is subject to sale agreements described below, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. As of September 30, 2026, the book value of the remaining spectrum not subject to pending sale agreements was $1,584.7 million and includes primarily C-Band spectrum. Array incurred costs related to the management of the retained spectrum as a standalone tower company of $3.1 million and $7.1 million during the three and nine months ended September 30, 2026, respectively and $2.4 million during the three months ended September 30, 2025.
Strategic Alternatives Review
On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) under a Securities Purchase Agreement (Securities Purchase Agreement). Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through an exchange offer made to Array's debtholders. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of September 30, 2026, Array recorded an estimated purchase price true-up payable to T-Mobile of $24.3 million. The wireless operations and select spectrum assets sold to T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.
In addition to the sale of Array's wireless operations and select spectrum assets to T-Mobile pursuant to the Securities Purchase Agreement, Array also separately entered into agreements to sell spectrum assets, including the following.
| Spectrum Licenses | Buyer | Purchase Price | Signing Date | Close Date |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| AWS, Cellular and PCS | Verizon | $1,000,000 | October 17, 2024 | June 1, 2026 |
| 3.45 GHz and 700 MHz | AT&T | $1,018,044 | November 6, 2024 | January 13, 2026 |
| 700 MHz | T-Mobile | $74,800 | August 29, 2025 | May 5, 2026 |
| 700 MHz1 | T-Mobile | $10,200 | August 29, 2025 | Estimated 2026 |
| 600 MHz | T-Mobile | $86,387 | October 7, 2025 | May 12, 2026 |
| 600 MHz1 | T-Mobile | $19,613 | June 5, 2026 | Estimated 2026 |
1 This license transaction received regulatory approval on October 7, 2026, yet remains subject to FCC finality and other customary closing conditions.
See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to the spectrum license transactions.
The strategic alternatives review process is ongoing as Array works toward closing the remaining T-Mobile spectrum transactions signed during 2025 and 2026. Array also continues to seek to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements.
Recent Development
On May 7, 2026, TDS delivered to the Array Board of Directors a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the “Array Proposal”). On September 1, 2026, TDS announced that it is no longer pursuing the Array Proposal. For additional information, see TDS' Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on September 2, 2026.
These initiatives are referred to as the strategic alternatives review throughout this report. Array incurred third-party expenses related to the strategic alternatives review of$5.9 million and$13.5 million for thethree and nine months ended September 30, 2026, respectively, and$0.5 million and $2.3 millionfor thethree and nine months ended September 30, 2025, respectively, which are included in Selling, general and administrative expenses for continuing operations and excluded from Adjusted OIBDA and Adjusted EBITDA non-GAAP financial measures.
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